Dispute Resolution Data, LLC  Subscription Agreement

This Dispute Resolution Data, LLC (DRD) Subscription Agreement (the “Subscription Agreement”) is entered into by and between _______________ (the “Subscriber”), and DRD, LLC, a Delaware limited liability company and made effective as of the Effective Date provided below.

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A. DRD owns and/ or manages (either itself or through its third party contractors) certain proprietary, dispute resolution data, content and other information, including without limitation, statistical tables, analyses, reports, summaries, research findings, aggregations, and calculations (collectively, the “Data”), which DRD makes accessible through its subscription-based data analytics products and/ or services (the “Online Services”) at disputeresolutiondata.com (the “Website”).

B. Subject to the terms and conditions set forth herein, Subscriber desires to obtain from DRD, and DRD desires to grant to Subscriber a subscription (“Subscription”) for a certain number of authorized users, who are an employee, shareholder, member, partner, agent, or contractor of the Subscriber (the “Authorized User(s)”), to access and use, concurrently, the Online Services and the information made available therein, including, but not limited to the Data (collectively, the “Content”).    

C. This Subscription Agreement, together with Exhibits listed below (including any attachment or schedule attached thereto), the terms of use (the “Terms of Use”) and the privacy policy (the “Privacy Policy”) as posted on the Website, are collectively referred to as the “Agreement.”   In the event of a conflict between or among the Terms of Use, the Privacy Policy, and the Subscription Agreement, the documents shall control in the following order: (1) the Terms of Use; (2) the Privacy Policy; (3) the Subscription Agreement.

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I. DRD Services.  Subject to the terms and conditions of the Agreement:

(a) DRD will (i) make the Online Services and the Content available to Subscriber at the Website; (ii) provide guidelines and other documentation at the Website to assist Subscriber with the features, functionalities, requirements and specifications of the Online Services; (iii) issue a User ID and initial password to each Authorized User, (iv) and provide other information to Subscriber required to use the Online Services and the Website.

(b) DRD shall provide industry standard maintenance for the Website including, without limitation, back-ups, server maintenance and trouble-shooting, and DRD shall provide Subscriber additional “help-desk” support for the Online Services as provided in the Terms of Use.

(c) DRD will use commercially reasonable efforts to provide access to the Online Services for approximately twenty-four (24) hours, seven (7) days a week, excluding periods of time necessary for Website maintenance and Internet performance issues.  DRD reserves the right to have planned outages for hardware and software maintenance.

(d) DRD shall provide routine and other systems administration and support services necessary to maintain the Website.  DRD shall provide Subscriber with one (1) day of notice prior to service interruptions due to planned maintenance.  Any service interruption for planned maintenance shall not exceed the time reasonably necessary to complete such maintenance.

II. Authorized User(s).   Subscriber is contracting for ___ number of Authorized Users under the Subscription.  DRD shall assign a unique user ID to each Authorized User.   

III.            Royalties. 

(a)            The royalties below are quoted based on one (1) Authorized User.

All amounts payable by Subscriber herein are exclusive of (and Subscriber shall be solely responsible for) all sales taxes, use taxes, value added taxes, and any other similar taxes, duties, tariffs, or other assessments imposed by any federal, state, or local governmental entity on the transactions contemplated by this Agreement, excluding taxes based upon DRD’s net income. 

(b) Payment.    The one time license royalty is due immediately upon execution of this Agreement. All payments shall be made in United States currency.

 (c) Audit.  DRD may audit electronically or otherwise, with or without notice to the Subscriber, the number of Authorized Users which utilize or access the Online Services, as well as the use and location of such Authorized Users.  In the event that the number of Users is found to be greater than the number licensed, Subscriber will be invoiced for the additional required licenses at the DRD’s Prevailing Rates for all royalties, as of the date that each unauthorized access commenced.  In addition, the Subscriber shall be charged interest at an annualized rate of eighteen percent (18%) of the unpaid royalties calculated beginning with the date that the unlicensed access was obtained through the date of payment by the Subscriber; it being understood that Subscriber shall have five (5) business days from the date which DRD provides written notice to Subscriber to provide written notice to DRD that Subscriber is in good faith disputing the audit results (the “Audit Review Period”) and shall have an additional period of ten (10) business days commencing immediately upon the conclusion of the Audit Review Period to resolve any outstanding dispute (the “Audit Resolution Period”) of the audit results, acting reasonably.  The parties agree that during the Audit Review Period and the Audit Resolution Period that no interest shall accrue on any disputed amounts. 

IV. Effective Date.  January 15, 2016

V. Term. 

(a) Term.  The initial term shall commence upon the Effective Date and continue for twelve (12) months from the Effective Date.  Upon expiration of the initial term, the Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”), unless Subscriber gives DRD prior written notice of the its intent not to renew, at least sixty (60) days prior to the expiration of annual anniversary.

(b) Termination.  Subscriber may terminate the Agreement at any time without cause by providing written notice to DRD at least thirty (30) days prior to termination. Subscriber shall remain liable for any unpaid fees through and following termination pursuant to this Section V(b) and shall remain obligated under all provisions that survive termination of the Agreement.  DRD may terminate the Agreement, in its sole discretion, by providing thirty (30) days written notice to Subscriber.  DRD may terminate the Agreement immediately upon notice to Subscriber in the event of a material breach of the Agreement by Subscriber.   The Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either party is excused or prohibited from performing in full all obligations under the Agreement including, without limitation, any determination by a court of competent authority that the Agreement is illegal, entered into for an illegal purpose, or otherwise unenforceable.

(c) Effect of Termination.  Upon the termination of the Agreement for any reason, the Subscription and all rights granted to Subscriber and the Authorized User(s) in this Agreement are immediately revoked, including, without limitation, all rights to use the Online Services, any portion thereof, and any Content obtained through the Online Services.  Within five (5) days after the termination of the Agreement for any reason, Subscriber shall securely destroy any Content downloaded from the Online Services, and all copies thereof, and upon DRD’s request, certify in writing that such information has been destroyed. 

(d) Survival of Terms.  The provisions of this Agreement, which by their nature extend beyond the termination of the Agreement (including without limitation those provisions relating to payment, indemnity, limitations of liability, and intellectual property), will survive termination or expiration of the Agreement.

VI. Miscellaneous.

(a) Assignment.  This Agreement or any right or license granted to Subscriber hereunder may not be assigned or transferred in any manner by Subscriber without the prior written consent of DRD.  Any attempt by Subscriber to assign, sublicense or transfer any of its rights, or delegate any of its duties or obligations under this Agreement without the prior written consent of DRD shall be void.

(b) Amendment.   This Subscription Agreement may only be amended by mutual written agreement of DRD and Subscription.  Notwithstanding anything to the contrary, DRD reserves the right to amend and restate the Terms of Use and the Privacy Policy in its sole discretion; however, no such amendment to the Terms of Use and the Privacy Policy shall materially change the Subscription Agreement.

(c) Entire Agreement.  The Subscription Agreement, together with any attachment, schedule, addenda or exhibit thereto, and the Terms of Use and Privacy Policy, as amended from time to time and located at the Website, set forth the entire agreement between DRD and Subscriber with respect to the subject matter hereof, and no modification, amendment, waiver, termination, or discharge of this Agreement or any provisions hereof shall be binding upon either party unless confirmed by written instrument signed by both parties. 

VII. Notices and Contacts.  Any and all legal notices, demands, requests or other communications required to be given in connection with this Subscription Agreement shall be in writing and shall be directed to the persons at the addresses designated below.  Such notices, demands, requests or other communications may be: (i) hand-delivered; (ii) sent by overnight service; (iii) delivered by first-class, registered or certified mail, postage prepaid; (iii) or transmitted by facsimile or electronic mail (with electronic confirmation of receipt).  Each notice will be deemed to have been given and received as of the date it is delivered or refused.  Either party may change its contact information below by notice to the other party.

All technical questions and communications shall be directed to DRD in accordance with the Terms of Use. 

This Subscription Agreement may be executed in any number of counterparts, all of which, when executed and delivered, shall have the force and effect of an original; and it shall be effective as of the Effective Date.